Last checked at 5 Jun 2018 16:46
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF MICROSAIC SYSTEMS PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED ("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021).
5 June 2018
MICROSAIC SYSTEMS PLC("Microsaic" or the "Company")
PrimaryBid.com Offer
Microsaic Systems plc (AIM: MSYS) the developer of point of need mass spectrometry ("MS") instruments, is pleased to announce a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of the issue and allotment by the Company of up to 20,000,000 new ordinary shares of 0.25p each in the Company ("New Ordinary Shares") at an issue price of 2 pence per New Ordinary Share (the "Issue Price"), being a discount of 11.1 per cent to the closing mid-market price on 4 June 2018, being the last business day prior to this announcement. Completion of the Offer is conditional on the fundraising announced by the Company on 5 June 2018 becoming unconditional in all respects.
The PrimaryBid Offer is conditional on, inter alia, the passing of resolutions authorising the issue of New Ordinary Shares at the Company's General Meeting which is expected to be convened at 10.00 am on 22 June 2018.
The PrimaryBid Offer for eligible retail investors
The Company highly values its retail investor base and is therefore pleased to provide eligible retail and other investors the opportunity to participate in the PrimaryBid Offer by applying through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.
The PrimaryBid Offer, via the www.PrimaryBid.com platform, will be open to individual and institutional investors from 4.46 p.m. on 5 June 2018 to 9.00 p.m. on 5 June 2018. The PrimaryBid Offer may close early if it is oversubscribed.
Potential Investors should note that this offer will only remain open at the latest until 9.00 p.m. tonight.
Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com to all persons who register with PrimaryBid.com) with any investment request over £100,000 first requiring consultation with the Company.
No commission is charged to investors on applications to participate in the PrimaryBid Offer made through the www.PrimaryBid.com platform. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn (although, as noted above, the PrimaryBid Offer is conditional).
For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid on +44 (0)20 7491 6519.
The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.
The PrimaryBid Offer is being fully underwritten by N+1 Singer.
Expected Timetable of Principal Events
Announcement of the PrimaryBid Offer | 4.46 p.m. on 5 June 2018 |
Closing of the PrimaryBid Offer | 9.00 p.m. on 5 June 2018 |
Announcement of the result of the PrimaryBid Offer | 7.00 a.m. on 6 June 2018 |
General Meeting | 10.00 a.m. on 22 June 2018 |
Admission and commencement of dealings in the New Ordinary Shares on AIM | 8.00 a.m. on 25 June 2018 |
Contacts:
Microsaic Systems plc | +44 (0) 1483 751577 |
Glenn Tracey, CEO Bevan Metcalf, FD | |
N+1 Singer (Nominated Adviser & Broker) | +44 (0)20 7496 3000 |
Shaun Dobson Liz Yong | |
PrimaryBid Limited | +44 (0)20 7491 6519 |
Dave Mutton | |
IFC Advisory Ltd (Financial PR) | +44 (0)20 3934 6630 |
Graham Herring Heather Armstrong Florence Chandler |
Details of the PrimaryBid Offer
The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide eligible retail and other investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.
Eligible retail and other investors may participate in the PrimaryBid Offer of New Ordinary Shares on a first come, first served basis, exclusively through PrimaryBid. There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. Any investment request in excess of £100,000 will require the Company's consent and may be subject to scale back.
The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the prospectus rules made in accordance with the EU Prospectus Directive 2003/71/EC in relation to offers of securities to the public and the admission of securities to trading on a regulated market ("Prospectus Rules"). As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The PrimaryBid Offer is not being made into any jurisdiction where it would be unlawful to do so.
For further details of eligibility and how to subscribe to the Offer please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.